-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eig7yNwSGsn7a1FDbfNkBoRcg4Fe3rIDQ5HHbADKtcm9DLxPIDVlOiX9Pr7QPDfz xyRgTpw8ena7BUvTjjm+wQ== 0001131312-07-000058.txt : 20070626 0001131312-07-000058.hdr.sgml : 20070626 20070626164802 ACCESSION NUMBER: 0001131312-07-000058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070620 ITEM INFORMATION: Material Impairments ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070626 DATE AS OF CHANGE: 20070626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZION OIL & GAS INC CENTRAL INDEX KEY: 0001131312 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 200065053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33228 FILM NUMBER: 07941552 BUSINESS ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2142214610 MAIL ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 8-K 1 f8k62607.htm 8-K FILED ON JUNE 26 2007 FORM 8-K 062607

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

June 26, 2007 (June 20, 2007)
____________________________________
Date of Report (Date of earliest event reported)

Zion Oil & Gas, Inc.
_______________________________________
(Exact name of registrant as specified in its charter)

Delaware
______________________________
(State or other jurisdiction of incorporation)

333-131875
(Commission File Number)

20-0065053
(IRS Employer Identification No.)

6510 Abrams Road, Suite 300, Dallas, TX 75231
_____________________________________
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: 214-221-4610

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.06: Material Impairments

Unproved Oil and Gas Properties

On June 20, 2007, following an analysis of the results of testing in the Ma'anit # 1 well workover and an evaluation of the mechanical condition of the well, and considering the desire to optimize the regulatory environment to conduct drilling operations on the planned Ma'anit-Rehoboth # 2 well, the board of directors of Zion Oil & Gas, Inc. ("Zion" or the "Company")) authorized management to: (1) discontinue further operations on the Company's Ma'anit # 1 well; (2) in accordance with Israeli law, the license's term having come to an end, formally surrender the Company's 98,100 acre Ma'anit-Joseph License; and (3) immediately following the surrender of the Ma'anit-Joseph License, apply for a new license, with an original term of three-years (extendable for up to a total of seven years) covering approximately 85,000 acres of the original Ma'anit-Joseph License, including the Ma'anit structure on which the Company's Ma'anit # 1 well was drilled and on which the Company plans to drill the Ma'anit-Rehoboth # 2 well.

In accordance with the decisions of the board of directors as described, Zion's management ordered the cessation of operations on the Ma'anit # 1 well on June 21, 2007 and formally surrendered the Ma'anit-Joseph License on June 22, 2007.

As a result of the above-described actions, under generally accepted accounting principles applicable to Zion, Zion estimates that it will have to record a non-cash impairment charge of between $8,500,000 and $9,225,000 to its unproved oil and gas properties that will be included in Zion's unaudited statements of operations for the quarter ending June 30, 2007.

(c) Zion estimates that, with respect to the impairment charge, no future cash expenditures will be required.

Item 8.01: Other Events

Submission of Application for the Joseph License

On June 26, 2007, Zion submitted to the Israeli Petroleum Commission an application for the issuance of a petroleum exploration license, tentatively designated the "Joseph License", covering approximately 85,000 acres, including the Ma'anit structure and the Joseph prospect, that had previously been subject to the Ma'anit-Joseph License.

Attached as Exhibit 99.1 at Item 9.01(d) below is the press release that the Company issued relating to the application for the Joseph License.

Item 9.01(d): Exhibits

Exhibit 99.1 Press Release dated June 26, 2007

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: June 26, 2007

Zion Oil and Gas, Inc.

By: /s/ William H. Avery

William H. Avery
Vice President and Treasurer

EX-99 2 ex990626.htm EXHIBIT 99-1 - PRESS RELEASE EXHIBIT 99-1 062607

EXHIBIT 99.1

ZION OIL & GAS APPLIES FOR JOSEPH EXPLORATION LICENSE

 

Caesarea, Israel - June 26, 2007 - Zion Oil & Gas, Inc. (Amex: ZN), of Dallas, Texas and Caesarea, Israel, announced today that, on June 26, 2007, Zion filed an application with the Israeli Petroleum Commissioner for a petroleum exploration license, tentatively denominated the Joseph License, on approximately 85,000 acres south of Zion's 78,800 acre Asher-Menashe License. The original term of the license applied for is three years, extendable to seven years in accordance with the terms of the Israeli Petroleum Law, if required. The acreage subject to application comprises approximately 85% of the land of Zion's previously held Ma'anit-Joseph License and includes both the Ma'anit structure on which Zion's Ma'anit #1 well was drilled and Zion plans to drill the Ma'anit-Rehoboth #2 well, and the Joseph prospect. Approximately 15% of the previously held Ma'anit-Joseph License was not applied for as Zion's geological team determined that the top of the Triassic was below 6 ,000 meters and therefore less economically viable for prospecting purposes.

The application also included a proposed timetable for drilling of the Ma'anit-Rehoboth # 2 well.

Zion's application is subject to the review and approval of the Israel Petroleum Commissioner, in consultation with the Petroleum Council. Representatives of the company have already had preliminary discussions with the Israeli Petroleum Commissioner regarding the filing and reasonably expect that the application will be acted upon by the Petroleum Council no later than October 2007.

Mr. Richard Rinberg, Zion's Chief Executive Officer, said today that: "Zion's application today for the Joseph Exploration License moves our exploration plans forward and takes us closer to the drilling of our next well, for which we continue to plan, source and purchase equipment and inventory."

Zion Oil & Gas, a Delaware corporation, explores for oil and gas in Israel.

In the event of a commercial discovery, following recovery of certain exploratory costs, Zion intends to donate 6% of its gross revenues from its Israeli petroleum rights to two charitable trusts to be established by Zion, one in Israel and one in the U.S.

FORWARD LOOKING STATEMENTS: Statements in this press release that are not historical fact, including statements regarding Zion's future operations and future actions of the Petroleum Commission are forward-looking statements as defined in the "Safe Harbor'' provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties and other unpredictable factors, many of which are described in Zion's periodic reports filed with the SEC and are beyond Zion's control. These risks could cause Zion's actual performance to differ materially from the results predicted by these forward-looking statements. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.

Zion's home page may be found at: www.zionoil.com

Contact:

Sandy Green
Zion Oil & Gas, Inc.
6510 Abrams Rd., Suite 300
Dallas, TX 75231
214-221-4610
Email: sandy@zionoil.com

 

 

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